Chapter 6. Officers

§ 6.01. Elective officers.

  • The elective officers shall be a president, first vice president, second vice president, secretary, and treasurer.

§ 6.02. Nominating committee.

  • (a) A nominating committee of three members shall be elected by the voting members at the annual meeting.
  • (b) The executive board shall present a proposed slate of nominating committee members at the annual meeting.
  • (c) The provisions applicable to the elections, term, resignation, vacancies, and removal of board members found in sections 5.04, 5.05, 5.06, 5.12, and 5.13 shall apply to nominating committee members.
  • (d) The nominating committee shall determine which members are qualified to serve in the various elective offices and shall present a proposed slate of officers at the annual meeting.
  • (e) The nominating committee’s proposed slate of officers and the executive board’s proposed slate of nominating committee members shall be included in the notice of the annual meeting.
  • (f) Nothing in this section shall prevent nominations from the floor at the annual meeting.

§ 6.03. Order of succession.

  • In the event that the president is unable to discharge the duties of office, these duties shall be performed by the first vice president, second vice president, secretary, and treasurer in that order.

§ 6.04. Appointed officers.

  • (a) The appointed officers are an auditor(s), archivist, registered agent(s), parliamentarian, editor-in-chief of Raven: A Journal of Vexillology; and editor-in-chief of Flag Research Quarterly. The executive board may create additional appointed offices and define the authority and duties of those offices.
  • (b) Appointed officers are appointed by the president with the approval of the executive board.
  • (c) Any appointed officer may be removed by the executive board whenever in its judgment the best interests of the association would be served thereby.
  • (d) Appointed officers assume their duties when their appointment is approved by the executive board.
  • (e) In addition to the provisions of this section, the appointment and removal of the registered agent(s) shall be as required by law.

§ 6.05. General duties.

  • (a) Officers shall perform the duties specified in the Act and these bylaws.
  • (b) Officers shall submit an annual written report of their activities to the secretary no later than thirty days before the annual meeting.
  • (c) The secretary shall give copies of the Act, the articles of incorporation, and these bylaws to each newly elected officer.

§ 6.06. President.

  • The president shall:

    • (1) chair all annual, special, and executive board meetings;
    • (2) be an ex officio member of all committees, except the nominating committee;
    • (3) sign any contracts or other instruments that the executive board has authorized to be executed, except in cases when the signing and execution of an instrument is expressly delegated by the Act, other law, these bylaws, or the executive board to some other officer or agent;
    • (4) represent the association on an international level;
    • (5) post bond in the amount required by the executive board; and ;
    • (6) perform all other duties associated with the office.

§ 6.07. First vice president.

  • The first vice president shall:

    • (1) serve as acting president by assuming the duties of the president in the president’s absence; and
    • (2) perform all other duties as directed by the executive board.

§ 6.08. Second vice president.

  • The second vice president shall:

    • (1) maintain a record of all association property; and
    • (2) perform all other duties as directed by the executive board.

§ 6.09. Secretary.

  • The secretary shall:

    • (1) deliver all required notices;
    • (2) record and maintain the minutes and resolutions of all annual, special, and executive board meetings;
    • (3) maintain the bylaws and all amendments;
    • (4) certify copies of the minutes, resolutions, bylaws, and amendments to the bylaws as true and correct, as requested;
    • (5) perform all other duties as directed by the executive board.

§ 6.10. Treasurer.

  • The treasurer shall:

    • (1) collect and care for all the association’s funds;
    • (2) keep accurate financial records;
    • (3) submit a written financial statement to the executive board when requested;
    • (4) submit a written annual financial report to the secretary before the annual meeting;
    • (5) provide, with the annual financial report, all vouchers, bills, record of receipts, et cetera, for the auditor(s) and any other member who wishes to examine them;
    • (6) post bond in the amount required by the executive board; and
    • (7) perform all other duties as directed by the executive board.

§ 6.11. Auditor(s).

  • The auditor(s) shall conduct an inspection of the books and records of the treasurer before the annual meeting.

§ 6.12. Archivist.

  • The archivist shall maintain the association’s archives, except that the original minutes, resolutions, bylaws, and amendments to the bylaws shall be maintained by the secretary.

§ 6.13. Registered Agent(s).

  • The registered agent(s) shall perform the duties required by law and immediately notify the president and the executive board on receipt of any official or legal papers.

§ 6.14. Parliamentarian.

  • The parliamentarian shall advise the president or acting president on points of parliamentary procedure at annual, special, and executive board meetings.

§ 6.15. Term limits for elective officers.

  • (a) A person who has been elected or appointed to serve as president, first vice president, second vice president, secretary, or treasurer for three consecutive terms is not eligible for election or appointment to serve a fourth consecutive term in the same office.
  • (b) A person who has been elected or appointed to serve as first vice president, second vice president, secretary, or treasurer for six consecutive terms is not eligible for election or appointment to serve a seventh consecutive term as a member of the executive board in any office except that of president.
  • (c) A person may be elected or appointed to serve three consecutive terms as president after the person’s sixth year of consecutive service on the executive board.
  • (d) If a person becomes ineligible under the provisions of Section 6.15(a) or (b) for election or appointment to serve in any office listed in Section 6.01, at or after the third annual meeting held after the annual meeting at which the person was serving on the executive board, this section will apply to that person in the same manner as if the person was being elected or appointed for the first term under this section.
  • (e) Before each annual meeting, the nominating committee shall prepare a list of persons who are not eligible for election or appointment for the coming year. This list shall be provided to the executive board and included in the notice of the annual meeting required under Section 4.04.
  • (f) This section applies to those persons elected or appointed to office at the 2014 annual meeting. This subsection expires January 1, 2015.

§ 6.16. Terms and term limits for certain appointive officers.

  • (a) The chief editorial officer of Raven: A Journal of Vexillology and Flag Research Quarterly is an editor-in-chief appointed for each respective publication by the president with the approval of the executive board.
  • (b) The chief editorial officers of Raven: A Journal of Vexillology and Flag Research Quarterly each serve for a term of five years and for good cause may be appointed to a successive term of three years.
  • (c) A person who serves more than six years as a chief editorial officer under this section is not eligible for reappointment until the fifth anniversary of the last day of service as a chief editorial officer under this section.
  • (e) This section applies to those persons elected or appointed to office at the 2014 annual meeting. This subsection expires January 1, 2015.

Adopted: 18 Nov 1967; Last Amended: 13 Oct 2013